In dental practice, partnerships can bring as many challenges as they can rewards.
At Wood & Morgan, our dental lawyers understand that partnerships in the dental field, much like marriages, don't always last. We mediate disputes between partners, assessing whether they can salvage the relationship and, if not, ensuring a fair division of assets and an equitable resolution.
Mediation and Dispute Resolution
At Wood & Morgan, we prioritize mediation as our initial strategy in addressing dental partnership disputes. We believe many conflicts within partnerships can resolve through amicable negotiation, thereby preserving both the business relationship and the integrity of the dental practice.
Our experienced dental business attorneys act as facilitators who guide the disputing partners through constructive discussions.
During mediation sessions, we focus on creating an environment where open communication is encouraged.
Our attorneys assist partners in articulating their concerns, expectations, and objectives. This process often involves unpacking issues that may have contributed to the dispute, such as disagreements over management styles, financial decisions, or the future direction of the practice.
By helping each party to clearly express their viewpoint and understand the perspective of the other, we often find that a path to resolution begins to emerge.
In cases where mediation leads to an agreement, our role extends to formalizing the new terms of the partnership. This involves drafting or amending partnership agreements to reflect any changes agreed upon during mediation.
Our attention to detail ensures that these documents are not only legally sound but also clear and comprehensive, thus preventing future misunderstandings. This process often includes redefining roles and responsibilities, adjusting profit-sharing arrangements, and setting new operational protocols.
Our goal is to provide a framework that allows the partnership to move forward harmoniously and productively, with legal protections in place to prevent similar disputes in the future.
Equitable Division in Unsalvageable Partnerships
Despite the best efforts through mediation, some dental partnerships reach a point where dissolution is the only viable option. In such instances, the focus of Wood & Morgan shifts to ensuring a fair and equitable dissolution of the partnership.
The initial step in this process is a review of the existing partnership agreement. This document usually contains information about the terms of dissolution, including how assets and liabilities should be divided.
Our legal team analyzes this agreement to fully understand the obligations and entitlements of each partner.
A key aspect of equitable division is assessing each partner's contribution to the practice. This includes financial investments and considers non-monetary contributions such as client relationships, experience, and reputation. We strive to ensure that each partner's contribution is acknowledged and reflected in the division of assets.
Another critical component is the valuation of the practice's assets. This requires a thorough understanding of the dental industry and the particular practice's market position.
Our team works with financial experts to accurately appraise the value of tangible assets like dental equipment and real estate, as well as intangible assets like goodwill and brand value. We negotiate diligently on behalf of our clients to ensure that they receive a fair portion of the practice's worth.
When a partnership is deemed unsalvageable, our goal at Wood & Morgan is to facilitate a dissolution process that is as smooth and conflict-free as possible. We provide comprehensive legal representation to protect our client's interests and investments, working towards an equitable outcome that allows for the closure and transition each partner needs to move forward.
Preparing for Partnerships
We guide our clients in thoroughly reviewing all documents related to the practice they are joining, including financial health assessments and understanding the operational dynamics of the practice. We emphasize the importance of aligning with the business's philosophy and fitting in with the office culture.
Our legal guidance allows our clients to enter partnerships congruent with their professional goals and personal values.
Structuring Partnership Agreements
Creating a strong partnership agreement is one of the most important steps in forming a dental practice partnership.
At Wood & Morgan, we understand the unique dynamics of dental practices and tailor our partnership agreements to meet these specific needs.
Our approach begins with a detailed discussion with our clients to understand their vision, objectives, and concerns about the partnership.
In drafting the agreement, we emphasize outlining clear and comprehensive terms. This includes specifying each partner’s capital contributions, whether in cash, assets, or intellectual property. We understand that clarity in financial contributions sets a strong foundation for the partnership and helps avoid future disputes over financial matters.
Another aspect of the agreement is the distribution of profits. Dental practices often have complex revenue streams, and our agreements dictate profit-sharing among partners. This might involve fixed percentages, distributions based on productivity, or other creative solutions tailored to the practice's operational model.
Our partnership agreements also include detailed decision-making processes. This is particularly important in a dental practice, where decisions can range from clinical matters to business strategy. We outline the processes for making everyday operational decisions and larger strategic decisions that can impact the practice's future.
Finally, we include comprehensive provisions for dissolution. This covers retirement, disability, death, or a partner wanting to leave the practice. These provisions outline the practice valuation process, buy-out procedures, and how to handle the departing partner's patient base and responsibilities.
Handling Partnership Changes
Change is inevitable in any business, and dental practices are no exception. When a partner wishes to leave the practice or join a competitor or when other significant changes occur, you need legal strategies to protect the interests of the practice and the remaining partners.
One common strategy is the implementation of non-compete clauses. These clauses protect the practice from a departing partner immediately becoming a direct competitor.
We explore alternative legal strategies in states where non-compete clauses are not enforceable or are limited. This can include non-solicitation agreements, which prevent a departing partner from poaching clients or staff, or confidentiality agreements that protect the practice's proprietary information.
We also address the practical aspects of a partner’s departure, such as how to handle their equity in the practice, transition of their patient base, and redistribution of responsibilities. We aim to ensure smooth transitions, maintaining the practice’s stability and reputation.
Resolving Deadlocks in Partnerships
Deadlocks in decision-making can be particularly challenging in equal partnerships.
At Wood & Morgan, we understand the need for effective mechanisms to resolve these deadlocks without resorting to litigation, which can be costly and damaging to the practice’s reputation.
Our partnership agreements often include innovative deadlock resolution mechanisms. For example, a shotgun clause allows one partner to offer to buy out the other at a specified price, and the other partner must either accept this offer or buy out the offering partner at the same price. This mechanism can incentivize partners to find common ground rather than triggering the clause.
Another solution is using auctions or sealed bid processes, where partners submit bids to purchase each other’s interest, and the highest bidder wins. This method can be particularly effective in resolving deadlocks fairly and quickly.
We also recommend the inclusion of third-party tie-breakers in some cases. This can be an external advisor, such as a mediator or an industry expert, who can provide an impartial decision or guidance to resolve the deadlock.
In all these scenarios, our priority is to maintain the functionality and integrity of the dental practice, protecting the interests of all partners involved. By incorporating these mechanisms into our partnership agreements, we help resolve deadlocks efficiently and equitably, preserving the partnership and the practice’s long-term success.
Comprehensive Legal Support
At Wood & Morgan, we offer end-to-end legal support for dental partnerships, from forming and structuring agreements to resolving disputes and facilitating partnership changes.
If you are facing a partnership dispute or considering entering into a dental partnership, Wood & Morgan offers the focused legal support you need. Contact us at (800) 499-1474 to benefit from our extensive experience in dental law and partnership matters.